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2014-04-25

Cision: Annual General Meeting of Cision AB (publ)

The shareholders of Cision AB (publ), reg. no. 556027-9514, are hereby
convened to the annual general meeting on Tuesday, May 27, 2014, at
4.00 p.m. CEST at Garnisonen Konferens, Karlavägen 100, Stockholm,
Sweden.

In accordance with NASDAQ OMX Stockholm Rule Book for Issuers, Cision
AB (publ), reg. no. 556027-9514, hereby discloses the contents of the
notice of the annual general meeting which will be held on Tuesday
May 27, 2014.

This notice of the annual general meeting will be available on the
company's website on Friday April 25, 2014. The notice will be
published in the Official Swedish Gazette and information that the
notice has been given will be announced in Svenska Dagbladet on
Tuesday April 29, 2014.

Participation
Shareholders of Cision AB (the "Company") who wish to participate in
the annual general meeting

must be recorded in the register of shareholders maintained by Euroclear Sweden AB on Wednesday, May 21, 2014, and

must notify the Company of their intention to attend the annual general meeting not later than on Wednesday, May 21, 2014 by:
- post to Cision AB, Att: Angela Elliot, P.O. Box 24194, SE-104 51 Stockholm, Sweden;
- e-mail to angela.elliot@cision.com;
- telephone, +46 (0)8 507 410 00; or
- fax, +46 (0)8 507 410 25.

In the notification, shareholders (and, where applicable, proxies of
shareholders) should state their name, personal/corporate identity
number, address, telephone number during business hours, the number
of shares held and, where applicable, (a maximum of two) advisors
participating. In order to facilitate admission to the annual general
meeting, the Company wishes to receive powers of attorney,
certificates of incorporation and other authorisation documents no
later than Friday, May 23, 2014. Please note that powers of attorney
must be presented in their original copy. Power of attorney forms
will, without charge, be sent by post to shareholders who so request,
stating their address, and are available for download on the
Company's website:
http://corporate.cision.com/Corporate-Governance-/Annual-General-Meeting....

Shareholders whose shares are registered in the name of a nominee
through the trust department of a bank or similar institution must
temporarily register their shares in their own name in the
shareholders' register maintained by Euroclear Sweden AB, in order to
be entitled to participate in the annual general meeting. This
procedure, known as voting right registration, must be effected no
later than Wednesday, May 21, 2014, which means that the shareholder
must inform the nominee well in advance of this date.

Proposed agenda

1. Opening of the annual general meeting.

2. Election of chairman of the annual general meeting.

3. Drawing up and approval of the voting list.

4. Approval of the agenda.

5. Election of one or two persons to verify the minutes.

6. Determination as to whether the annual general meeting has been duly convened.

7. Chief Executive Officer's (the "CEO") address.

8. Report on the work of the board of directors and the compensation and audit committees.

9. Presentation of the annual report, the audit report, the consolidated financial statements and the consolidated audit report for the financial year 2013.

10. Resolution regarding adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet.

11. Resolution regarding allocation of the Company's earnings in accordance with the adopted balance sheet.

12. Resolution regarding discharge from liability of the directors of the board and the CEO.

13. Resolution on the number of directors of the board and deputy directors to be elected by the annual general meeting.

14. Resolution regarding remuneration to the board, the auditor and for committee work.

15. Election of directors of the board, chairman of the board and deputy directors, if any.

16. Election of auditor.

17. Resolution regarding procedure for the nomination committee.

18. Presentation of the board's proposal for guidelines for salary and other remuneration to the Company's CEO and other senior executives.

19. Resolution regarding re-allocation of shares bought back for LTI 2011.

20. Closing of the annual general meeting.

Proposals for resolutions

The board of directors' proposal regarding allocation of the Company's
earnings in accordance with the adopted balance sheet (item 11)

The following unappropriated earnings in the Company are at the
disposal of the annual general meeting:

Retained earnings: SEK 575,613,337
Fair value reserve: SEK -120,398,395
Share premium reserve: SEK 136,493,405
Net result for the year: SEK -257,495,493
Total: SEK 334,212,854

The board of directors proposes to the annual general meeting that the
unappropriated earnings of SEK 334,212,854 in aggregate are allocated
as follows: retained earnings of SEK 575,613,337, fair value reserve
of SEK -120,398,395, share premium reserve of SEK 136,493,405 and the
net result for the year of SEK -257,495,493 to be carried forward
into new account.

The change of the board of directors' proposal in this matter in
relation to what was stated in the Company's annual report for the
financial year 2013, where the Board of Directors set out a dividend,
is caused by the competing takeover bids made by Blue Canyon Holdings
AB and Meltwater Drive Sverige AB to the shareholders of the Company.

Resolution regarding appointment of the chairman of the meeting, the
number of directors of the board, the compensation to the directors
of the board and the auditor, the election of the chairman of the
board and other directors, the election of the auditor and procedure
for the nomination committee (items 2 and 13-17)

The members of the Company's nomination committee appointed by the
Company's former larger shareholders - Göran Espelund (representing
Lannebo Fonder AB), Bengt A. Dahl (representing Fairford Holdings
Finance AB), Roger Hagborg (representing Cyril Acquisition AB) and
Mark H. Shay (representing Accendo Capital SICAV-SIF) - have in
connection with the sale by these shareholders of all of their shares
in the Company to Blue Canyon Holdings AB on April 4, 2014, resigned
from their positions in the nomination committee.

Considering the limited period of time between the above mentioned
events and the day of the annual general meeting and the other
circumstances in connection with the competing takeover bids made by
Blue Canyon Holdings AB and Meltwater Drive Sverige AB to the
shareholders of the Company, there has been no possibility for the
appointment of a new nomination committee for preparation, in
accordance with sections 1.4 and 2.1 of the Swedish Corporate
Governance Code, of proposals for resolutions regarding chairman of
the meeting, the number of directors of the board, the compensation
to the directors of the board and the auditor, the election of the
chairman of the board and other directors, the election of the
auditor and procedure for the nomination committee (items 2 and
13-17).

The board of directors of the Company has been notified that the
shareholder Blue Canyon Holdings AB, a company controlled by GTCR
Investment X AIV Ltd. and holding shares representing 63.4 per cent
or more of the shares and votes in the Company, intends to present
proposals regarding the above mentioned matters not later than at the
annual general meeting. In the event that the board of directors is
notified about the content of these proposals before the time of the
annual general meeting, the proposals will be announced by the
Company by way of press release and held available at the Company's
premises and on the Company's website.

The board of directors' proposal for guidelines for salary and other
remuneration to the Company's CEO and other senior executives (item
18)

The board of directors' below proposal for guidelines for salary and
other remuneration to the Company's CEO and senior executives has
been prepared in order to secure that the Cision group offers a
reward system that is competitive, business driven, performance
focused and meets the highest standard on ethics and morale.

For a description of the Company's outstanding remuneration programs,
reference is made to note 8 of the Company's Annual Report for 2013.

Guidelines for salary and other remuneration of the Company's CEO and
senior executives

The board of directors proposes that the annual general meeting
approves the board's proposal regarding guidelines for salary and
other remuneration of the CEO and senior executives of the Company.
The proposed guidelines mainly correspond to the guidelines for
remuneration that have been applied in previous years and are based
on existing agreements between the Company and the Company's senior
executives. The guidelines apply to the CEO, senior executives that
report directly to the CEO as well as selected other senior
executives in the Company group. The remuneration structure for the
senior executives shall comprise of both fixed and variable salary,
pension, other benefits and when appropriate a long term incentive
plan.

Fixed salary
The Company shall offer market level terms that enable the Company to
attract, develop and retain senior executives. The fixed salary level
is based on what the local market pays for an equivalent position,
based on qualification and performance and is therefore a
market-based salary. The fixed salary is reviewed on a yearly basis.

Short term incentive plan (STI)
Variable cash remuneration is paid in the form of an annual
performance based bonus. The target bonus for the Company's senior
executives varies depending on their position. The target bonus for
the CEO is 50 per cent of the fixed annual salary and the maximum
bonus is 100 per cent of the fixed annual base salary when
performance exceeds targets. For the Company's senior executives
being part of the executive committee the target bonus is 30-50 per
cent of the fixed annual base salary and the maximum bonus is 60-100
per cent of the fixed annual base salary, and for other senior
executives the target bonus is 20-30 per cent of the fixed annual
base salary and the maximum bonus is 40-60 per cent of the fixed
annual base salary. For the CEO, the senior executives being part of
the Company's executive committee, excluding country leaders, and for
the central finance function members, the bonus is based on (i) the
Company's achieved operating result ("EBIT") at group level as
compared to budget for the financial year 2014 and (ii) organic
growth in revenue at group...

Författare Hugin

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